<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED AUGUST 2, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________________ TO ______________________
FOR THE THREE MONTHS ENDED AUGUST 2, 1995 COMMISSION FILE NUMBER 1-3385
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0542520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 412-456-5700
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days. Yes X No
--- ---
The number of shares of the Registrant's Common Stock, par value $.25 per
share, outstanding as of August 31, 1995, was 246,230,834 shares.
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
August 2, 1995 July 27, 1994
--------------- -------------
FY 1996 FY 1995
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales.......................................................................... $2,094,293 $1,736,098
Cost of products sold.......................................................... 1,319,985 1,101,450
---------- ----------
Gross profit................................................................... 774,308 634,648
Selling, general and administrative expenses................................... 435,843 347,894
---------- ----------
Operating income............................................................... 338,465 286,754
Interest income................................................................ 12,169 9,361
Interest expense............................................................... 68,595 40,710
Other expense, net............................................................. 1,543 7,860
---------- ----------
Income before income taxes..................................................... 280,496 247,545
Provision for income taxes..................................................... 106,027 92,829
---------- ----------
Net income..................................................................... $ 174,469 $ 154,716
========== ==========
Net income per share........................................................... $ .70 $ .62
========== ==========
Cash dividends per share....................................................... $ .36 $ .33
========== ==========
Average shares for earnings per share.......................................... 250,610 251,237
========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
2
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
August 2, 1995 May 3, 1995*
--------------- -------------
FY 1996 FY 1995
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.................................................... $ 117,160 $ 124,338
Short-term investments, at cost which approximates market.................... 67,268 82,693
Receivables, net............................................................. 1,018,102 1,030,790
Inventories.................................................................. 1,428,825 1,374,570
Prepaid expenses and other current assets.................................... 292,595 210,631
---------- ----------
Total current assets.................................................... 2,923,950 2,823,022
---------- ----------
Property, plant and equipment................................................ 4,119,271 4,004,654
Less accumulated depreciation................................................ 1,536,789 1,470,278
---------- ----------
Total property, plant and equipment, net................................ 2,582,482 2,534,376
---------- ----------
Investments, advances and other assets....................................... 484,125 543,032
Goodwill, net................................................................ 1,688,164 1,682,933
Other intangibles, net....................................................... 674,122 663,825
---------- ----------
Total other noncurrent assets........................................... 2,846,411 2,889,790
---------- ----------
Total assets............................................................ $8,352,843 $8,247,188
========== ==========
</TABLE>
*Summarized from audited fiscal year 1995 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
3
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
August 2, 1995 May 3, 1995*
--------------- -------------
FY 1996 FY 1995
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt.............................................................. $1,096,434 $1,018,354
Portion of long-term debt due within one year................................ 15,854 55,937
Accounts payable............................................................. 679,438 720,747
Salaries and wages........................................................... 63,067 77,276
Accrued marketing............................................................ 137,407 141,701
Other accrued liabilities.................................................... 388,873 470,842
Income taxes................................................................. 90,835 79,209
---------- ----------
Total current liabilities............................................... 2,471,908 2,564,066
---------- ----------
Long-term debt............................................................... 2,337,197 2,326,785
Deferred income taxes........................................................ 367,488 348,576
Non-pension postretirement benefits.......................................... 220,586 220,673
Other liabilities............................................................ 315,801 314,219
---------- ----------
Total long-term debt and other liabilities.............................. 3,241,072 3,210,253
---------- ----------
Shareholders' Equity:
Capital stock................................................................ 72,207 72,208
Additional capital........................................................... 191,961 157,215
Retained earnings............................................................ 3,965,389 3,878,988
Cumulative translation adjustments........................................... (134,670) (157,159)
---------- ----------
4,094,887 3,951,252
Less:
Treasury stock at cost (41,045,178 shares at August 2, 1995 and 43,724,933
shares at May 3, 1995).................................................. 1,428,572 1,450,724
Unearned compensation relating to the ESOP................................. 26,452 27,659
---------- ----------
Total shareholders' equity.............................................. 2,639,863 2,472,869
---------- ----------
Total liabilities and shareholders' equity.............................. $8,352,843 $8,247,188
========== ==========
</TABLE>
*Summarized from audited fiscal year 1995 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
4
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
August 2, 1995 July 27, 1994
--------------- -------------
FY 1996 FY 1995
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Cash Provided by Operating Activities........................................ $ 91,906 $ 105,761
---------- ----------
Cash Flows from Investing Activities:
Capital expenditures.................................................... (88,792) (60,626)
Acquisitions, net of cash acquired...................................... (46,309) (209,411)
Purchases of short-term investments..................................... (280,421) (855,105)
Sales and maturities of short-term investments.......................... 299,434 851,004
Investment in tax benefits.............................................. 51,750 5,277
Other items, net........................................................ (5,033) (9,270)
---------- ----------
Cash used for investing activities................................. (69,371) (278,131)
---------- ----------
Cash Flows from Financing Activities:
Payments on long-term debt.............................................. (32,824) (1,618)
Proceeds from short-term debt, net...................................... 56,080 315,454
Dividends............................................................... (88,068) (81,949)
Purchases of treasury stock............................................. (6,522) (89,086)
Proceeds from borrowings against insurance policies..................... 6,361 70,930
Repayments of borrowings against insurance policies..................... -- (68,898)
Exercise of stock options............................................... 34,719 10,501
Other items, net........................................................ 6,018 5,333
---------- ----------
Cash (used for) provided by financing activities................... (24,236) 160,667
---------- ----------
Effect of exchange rate changes on cash and cash equivalents................. (5,477) 3,882
---------- ----------
Net decrease in cash and cash equivalents.................................... (7,178) (7,821)
Cash and cash equivalents at beginning of year............................... 124,338 98,536
---------- ----------
Cash and cash equivalents at end of period................................... $ 117,160 $ 90,715
========= ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
5
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The Management's Discussion and Analysis of Financial Condition and Results
of Operations which follows these notes contains additional information on
the results of operations and the financial position of the company. Those
comments should be read in conjunction with these notes. The company's
annual report on Form 10-K for the fiscal year ended May 3, 1995 includes
additional information about the company, its operations, and its financial
position, and should be read in conjunction with this quarterly report on
Form 10-Q.
(2) The results for the interim periods are not necessarily indicative of the
results to be expected for the full fiscal year due to the seasonal nature
of the company's business. Certain prior year amounts have been
reclassified in order to conform with the fiscal 1996 presentation.
(3) In the opinion of management, all adjustments, which are of a normal and
recurring nature, necessary for a fair statement of the results of
operations of these interim periods have been included.
(4) The composition of inventories at the balance sheet dates was as follows:
<TABLE>
<CAPTION>
August 2, 1995 May 3, 1995
--------------- -------------
<S> <C> <C>
(Thousands of Dollars)
Finished goods and work-in-process...................................... $1,049,392 $1,004,350
Packaging material and ingredients...................................... 379,433 370,220
---------- ----------
$1,428,825 $1,374,570
========== ==========
</TABLE>
(5) The provision for income taxes consists of provisions for federal, state,
U.S. possessions and foreign income taxes. The company operates in an
international environment with significant operations in various locations
outside the United States. Accordingly, the consolidated income tax rate is
a composite rate reflecting the earnings in the various locations and the
applicable tax rates.
(6) On September 5, 1995, the company amended the line of credit agreements
which support its domestic commercial paper programs. Total availability
under the domestic commercial paper programs is $2.0 billion, compared to
$2.3 billion under the fiscal 1995 programs.
The company amended the line of credit agreements which support the $1.6
billion domestic commercial paper program. The amended line of credit
agreements total $1.6 billion, of which $800 million expires on September
3, 1996 unless otherwise extended and the remaining $800 million expires in
September 2000. As a result, $800 million of the $1.6 billion domestic
commercial paper outstanding is classified as long-term debt as of August
2, 1995. As of May 3, 1995, $800 million of domestic commercial paper was
classified as long-term debt.
The company also amended the $700 million line of credit agreement which
supported its short-term privately placed commercial paper program. This
program initially had been used to finance the acquisition of the North
American pet food businesses of the Quaker Oats Company. The amended line
of credit agreement provides for borrowings of up to $400 million and
expires on September 3, 1996. A portion of the fiscal 1995 privately placed
commercial paper had previously been repaid through the issuance of
long-term debt in April 1995.
(7) On September 12, 1995, the company's board of directors authorized a
three-for-two stock split. The board established October 3, 1995 as the
record date for the stock split, with certificate distribution scheduled
for November 9, 1995. There will be no adjustment in the stock's par value
or the total number of authorized common shares.
6
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
Also on September 12, 1995, the company's board of directors raised the
quarterly dividend on the company's common stock to $0.3975 per share from
$0.36 per share, for an indicated annual rate of $1.59 per share (pre-split
basis). The dividend applies to common shares held before the three-for-two
stock split and will be paid on October 10, 1995 to shareholders of record
at the close of business on September 22, 1995.
(8) Per share data does not reflect the three-for-two stock split of the
company's common stock to be effective October 3, 1995. Net income per
share and dividends per share for the three months ended August 2, 1995,
adjusted to reflect the stock split, would be $0.46 and $0.24,
respectively. The corresponding amounts for the three months ended July 27,
1994 would be $0.41 and $0.22, respectively.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
THREE MONTHS ENDED AUGUST 2, 1995 AND JULY 27, 1994
RESULTS OF OPERATIONS
For the three months ended August 2, 1995, sales increased $358.2 million
or 21% to $2,094.3 million from $1,736.1 million recorded for the same period a
year ago. The sales increase came primarily from volume gains of 5%, price
increases of 1%, acquisitions, net of divestitures of 12% and favorable effects
of foreign exchange translation rates of 3%.
Volume increases were noted in StarKist tuna, Ore-Ida foodservice potatoes,
Heinz baby food, pasta, Ore-Ida Bagel Bites, Tegel chicken, coated products,
frozen vegetables, Heinz ketchup and bakery products.
Price increases in single-serve condiments, Heinz ketchup and baby food
were partially offset by price decreases in StarKist tuna and sauces/pastes.
Contributing to the sales dollar increase were the following fiscal 1995
acquisitions: the North American pet food businesses of the Quaker Oats Company
(the "Pet Food Business"); The All American Gourmet Company; the Farley's infant
foods and adult nutrition business; and the Family Products Division of Glaxo
India. During the first quarter of fiscal 1996, the company acquired a majority
interest in PMV/Zabreh, a producer of infant formulas and dairy products located
in Zabreh, Moravia, Czech Republic. PMV/Zabreh holds leading market shares in
both the Czech and Slovak Republics for infant formula, sold through pharmacies
under the Sunar and Feminar brand names. The company also increased its
investment to 97% of Kecskemeti Konzervgyar R.T., a processor of jarred baby
foods and juices in Kecskemet, Hungary.
Gross profit increased $139.7 million to $774.3 million from $634.6 million
a year ago. The ratio of gross profit to sales increased to 37.0% from 36.6%.
The current year's gross profit ratio was favorably impacted by cost reductions
and profit mix. The prior year's gross profit ratio was negatively impacted by
an unfavorable profit mix related to certain acquisitions and divestitures and
higher foodservice sales.
Operating income increased $51.7 million or 18% to $338.5 million from
$286.8 million for the same period last year. The increase in operating income
was primarily due to the increase in gross profit partially offset by increased
marketing expenses; higher selling and distribution expenses related to
increased volume; and higher general and administrative expenses associated with
acquisitions.
Net interest expense increased $25.1 million to $56.4 million from $31.3
million in the first quarter a year ago mainly due to higher borrowings
resulting from acquisitions and higher short-term interest rates.
Net income for the current quarter was $174.5 million compared to $154.7
million for the same period last year and earnings per share was $0.70 compared
to $0.62. The effective tax rate for the first quarter increased to 37.8% from
37.5%.
LIQUIDITY AND FINANCIAL POSITION
Cash provided by operating activities totaled $91.9 million for the three
month period ended August 2, 1995 compared to $105.8 million last year. The
decrease in cash provided by operations is mainly due to increased working
capital needs.
Cash used for investing activities required $69.4 million compared to
$278.1 million last year. Cash used for acquisitions in the current quarter
totaled $46.3 million, primarily due to the
8
<PAGE>
purchase of PMV/Zabreh in the Czech Republic and the additional investment in
Kecskemeti Konzervgyar R.T. in Hungary. Acquisitions in the prior year's first
quarter totaled $209.4 million and included Farley's infant foods and adult
nutrition business; the Borden Foodservice Group; DEGA, a foodservice products
company located in Italy; and other smaller acquisitions. Investments in tax
benefits provided $51.8 million compared to $5.3 million a year ago, due mainly
to the company's sale of certain domestic investments. Purchases of property,
plant and equipment totaled $88.8 million compared to $60.6 million a year ago.
Cash used for financing activities required $24.2 million for the three
months ended August 2, 1995 compared to providing $160.7 million a year ago. Net
proceeds on short-term debt provided $56.1 million in the current period versus
$315.5 million in the prior year's comparable period. Payments on long-term debt
totaled $32.8 million for the current period compared to $1.6 million last year.
During the three months ended August 2, 1995, treasury stock purchases totaled
$6.5 million (149,400 shares) versus $89.1 million in the prior year's first
quarter. Dividend payments totaled $88.1 million compared to $81.9 million a
year ago.
On September 5, 1995, the company amended the line of credit agreements
which support its domestic commercial paper programs. Total availability under
the domestic commercial paper programs is $2.0 billion, compared to $2.3 billion
under the fiscal 1995 programs.
The company amended the line of credit agreements which support the $1.6
billion domestic commercial paper program. The amended line of credit agreements
total $1.6 billion, of which $800 million expires on September 3, 1996 unless
otherwise extended and the remaining $800 million expires in September 2000. As
a result, $800 million of the $1.6 billion domestic commercial paper outstanding
is classified as long-term debt as of August 2, 1995. As of May 3, 1995, $800
million of domestic commercial paper was classified as long-term debt.
The company also amended the $700 million line of credit agreement which
supported its short-term privately placed commercial paper program. This program
initially had been used to finance the acquisition of the Pet Food Business. The
amended line of credit agreement provides for borrowings of up to $400 million
and expires on September 3, 1996. A portion of the fiscal 1995 privately placed
commercial paper had previously been repaid through the issuance of long-term
debt in April 1995.
On September 12, 1995, the company's board of directors authorized a
three-for-two stock split. The board established October 3, 1995 as the record
date for the stock split, with certificate distribution scheduled for November
9, 1995. There will be no adjustment in the stock's par value or the total
number of authorized common shares.
Also on September 12, 1995, the company's board of directors raised the
quarterly dividend on the company's common stock to $0.3975 per share from $0.36
per share, for an indicated annual rate of $1.59 per share (pre-split basis).
The dividend applies to common shares held before the three-for-two stock split
and will be paid on October 10, 1995 to shareholders of record at the close of
business on September 22, 1995.
The company's financial position continues to remain strong, enabling it to
meet cash requirements for operations, capital expansion programs and dividends
to shareholders.
OTHER MATTERS
On August 24, 1995 and September 7, 1995, the Howard Heinz Endowment, the
Vira I. Heinz Endowment, the Heinz Family Foundation and certain Heinz family
trusts sold a total of 14,518,100 shares of the company's common stock in an
underwritten secondary offering. The secondary offering was priced at $42.375
per share. The company did not sell any shares in the offering and did not
receive any of the proceeds.
9
<PAGE>
On September 12, 1995, the Weight Watchers Food Company announced plans to
close The All American Gourmet plant in Atlanta, GA. Operations will be phased
out by the end of January 1996. The facility's dinner and entree production
lines will be consolidated with other company facilities. This closure is part
of the company's strategy to combine recent acquisitions with existing
operations. The employee severance and exit costs related to this closure had
previously been provided for in the year end 1995 balance sheet as "other
accrued liabilities."
10
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Nothing to report under this item.
ITEM 2. CHANGES IN SECURITIES
Nothing to report under this item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Nothing to report under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report under this item.
ITEM 5. OTHER INFORMATION
On August 24, 1995 and September 7, 1995, the Howard Heinz Endowment, the
Vira I. Heinz Endowment, the Heinz Family Foundation and certain Heinz family
trusts sold a total of 14,518,100 shares of the company's common stock in an
underwritten secondary offering. The secondary offering was priced at $42.375
per share. The company did not sell any shares in the offering and did not
receive any of the proceeds.
On September 12, 1995, the company's board of directors increased the
quarterly dividend on the company's common stock from $0.36 per share to $0.3975
per share and authorized a three-for-two stock split on the common stock. The
dividend applies to shares held before the three-for-two stock split and will be
paid on October 10, 1995 to shareholders of record at the close of business on
September 22, 1995. The board of directors established October 3, 1995 as the
record date for the stock split, with certificate distribution scheduled for
November 9, 1995.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be furnished by Item 601 of Regulation S-K are
listed below and are filed as part hereof. The Registrant has omitted
certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation
S-K. The Registrant agrees to furnish such documents to the Commission upon
request. Documents not designated as being incorporated herein by reference
are filed herewith. The paragraph numbers correspond to the exhibit numbers
designated in Item 601 of Regulation S-K.
11. Computation of net income per share.
27. Financial Data Schedule.
(b) A report on Form 8-K (as amended by Form 8-K/A filed May 30, 1995) was
filed with the Securities and Exchange Commission on March 29, 1995
reporting the completion by the company of the acquisition of the North
American pet food businesses of the Quaker Oats Company.
A report on Form 8-K was filed with the Securities and Exchange Commission
on July 10, 1995 reporting that on June 23, 1995, the Howard Heinz
Endowment, the Vira I. Heinz Endowment, the Heinz Family Foundation and
certain Heinz family trusts announced their intention to diversify their
investment portfolios by selling a portion of their common stock holdings
in H.J. Heinz Company through an underwritten secondary offering.
11
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
H. J. HEINZ COMPANY
(Registrant)
Date: September 15, 1995 By /s/ DAVID R. WILLIAMS
....................................
David R. Williams
Senior Vice President-Finance and
Chief Financial Officer
(Principal Financial Officer)
Date: September 15, 1995 By /s/ TRACY E. QUINN
....................................
Tracy E. Quinn
Corporate Controller
(Principal Accounting Officer)
12
<PAGE>
EXHIBIT 11
H. J. Heinz Company and Subsidiaries
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------
August 2, July 27,
1995 1994
---- ----
FY 1996 FY 1995
<S> <C> <C>
Primary income per share:
Net income......................................................................... $ 174,469 $ 154,716
Preferred dividends................................................................ 15 17
----------- -----------
Net income applicable to common stock.............................................. $ 174,454 $ 154,699
=========== ===========
Average common shares outstanding and common stock equivalents..................... 250,610 251,237
=========== ===========
Net income per share--primary...................................................... $ .70 $ .62
=========== ===========
Fully diluted income per share:
Net income......................................................................... $ 174,469 $ 154,716
=========== ===========
Average common shares outstanding and common stock equivalents..................... 250,610 251,237
Additional common shares assuming:
Conversion of $1.70 third cumulative preferred stock............................. 322 360
Additional common shares assuming options were exercised
at the period-end market price................................................ 965 124
----------- -----------
Average common shares outstanding and common stock equivalents..................... 251,897 251,721
=========== ===========
Net income per share--fully diluted.............................................. $ .69 $ .61
=========== ===========
</TABLE>
All amounts in thousands except per share amounts.
------------------
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED AUGUST 2, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-1-1996
<PERIOD-START> MAY-4-1995
<PERIOD-END> AUG-2-1995
<EXCHANGE-RATE> 1
<CASH> 117,160
<SECURITIES> 67,268
<RECEIVABLES> 1,018,102
<ALLOWANCES> 0
<INVENTORY> 1,428,825
<CURRENT-ASSETS> 2,923,950
<PP&E> 4,119,271
<DEPRECIATION> 1,536,789
<TOTAL-ASSETS> 8,352,843
<CURRENT-LIABILITIES> 2,471,908
<BONDS> 2,337,197
<COMMON> 71,850
0
357
<OTHER-SE> 2,567,656
<TOTAL-LIABILITY-AND-EQUITY> 8,352,843
<SALES> 2,094,293
<TOTAL-REVENUES> 2,094,293
<CGS> 1,319,985
<TOTAL-COSTS> 1,319,985
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 68,595
<INCOME-PRETAX> 280,496
<INCOME-TAX> 106,027
<INCOME-CONTINUING> 174,469
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 174,469
<EPS-PRIMARY> .70
<EPS-DILUTED> .69
</TABLE>
